FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Atlas Air, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1207329
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
538 Commons Drive, Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
Common Stock, $.01 Par Value
The capital stock of Atlas Air, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Stock with a
par value of $.01 per share. Except as to certain limitations
imposed on foreign owners (see below), holders of Common Stock
are entitled to one vote per share at all meetings of
stockholders. Dividends that may be declared on the Common Stock
will be paid in an equal amount to the holder of each share. No
preemptive rights are conferred upon the holders of such stock
and there are no liquidation or conversion rights, nor are there
any redemption or sinking fund provisions and there is no
liability to further calls or to assessments by the Registrant.
Limitation on Voting by Foreign Owners
The Company's Restated Certificate of Incorporation defines
"Foreign Ownership Restrictions" as "applicable statutory,
regulatory and interpretive restrictions regarding foreign
ownership or control of U.S. air carriers (as amended or modified
from time to time)." Such restrictions currently require that no
more than 25% of the voting stock of the Company be owned or
controlled, directly or indirectly, by persons who are not U.S.
citizens ("Foreigners") for purposes of the Foreign Ownership
Restrictions, that the Company's chief executive officer and at
least two-thirds of the members of its Board of Directors and
other managing officers be U.S. citizens and that the Company not
otherwise be subject to foreign control.
The Company's Restated Certificate of Incorporation provides
that no shares of capital stock may be voted by or at the
direction of Foreigners, unless such shares are registered on a
separate stock record (the "Foreign Stock Record"). The
Company's Restated Bylaws further provide that no shares will be
registered on the Foreign Stock Record if the amount so
registered would exceed the Foreign Ownership Restrictions.
Registration on the Foreign Stock Record is made in chronological
order based on the date the company receives a written request
for registration.
Certain Provisions of the Company's Restated Certificate of
Incorporation and Bylaws
The Company's Restated Certificate of Incorporation and
Restated Bylaws include certain provisions summarized below which
may have an anti-takeover effect and may delay, defer or prevent
a tender offer or takeover attempt that stockholders might
consider in their best interest, including attempts that might
result in a premium over the market price for shares held by
stockholders.
The Company's Restated Certificate of Incorporation and
Restated Bylaws provide (i) that any action required or permitted
to be taken by the stockholders of the Company may be effected
only at an annual or special meeting of stockholders, and not by
written consent of the stockholders, (ii) that any meeting of
stockholders may be called only by the Chairman of the Board or
upon the affirmative vote of at least a majority of the members
of the Board of Directors and, (iii) for an advance notice
procedure for the nomination, other than by or at the direction
of the Board of Directors or proposals to be considered at annual
meetings of stockholders. In general, notice of intent to
nominate a director or raise business at such meetings must be
received by the Company not less than 60 nor more than 90 days
before the meeting, and must contain certain information
concerning the person to be nominated or the matter to be brought
before the meeting and concerning the stockholder submitting the
proposal. The affirmative vote of at least a majority of the
directors or the holders of at least 66 2/3 % of the voting power
of the Company's voting stock is required to alter, amend or
repeal, or adopt any provision inconsistent with, the bylaw
provisions described in this paragraph .
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ATLAS AIR, INC.
(Registrant)
By /s/ Richard Shuyler
Name: Richard H. Shuyler H.
Title: Senior Vice President -Finance
Chief Financial Officer and
Dated: November 4, 1997 Treasurer
